IN THE UNITED STATES BANKRUPTCY COURT

FOR THE DISTRICT OF DELAWARE

In re:
)
) )
Chapter 11

PACIFIC ENERGY RESOURCES LTD., et al., i

Debtors.

) ) )

Case No. 09-10785(KJC) (Jointly Administered)

Eastern time

Deadline for Objections: May 27, 2009 at 4:00 p.m. prevailng

Hearing Date: June 3, 2009 at 1 :00 p.m. prevailng Eastern time

MOTION OF THE DEBTORS FOR AN ORDER AUTHORIZING ABANDONMENT OF INTERESTS IN THE SPURR PLATFORM LOCATED IN ALASKA AND REJECTION OF EXECUTORY CONTRACTS RELATING THERETO
The above-captioned debtors and debtors in possession (the "Debtors") hereby
move (the "Motion") the Court for entry of an order: (a) pursuant to section 554 of title 11 of

the

United States Code (the "Bankptcy Code"), authorizing the Debtors to abandon nunc pro tunc
to the Petition Date (as defined below) their interests in an offshore oil and gas platform

commonly designated the "Spurr Platform" located in Alaska; and (b) pursuant to section 365 of
the Bankniptcy Code, authorizing the Debtors to reject any executory contracts relating to the
Spurr Platform (together, the "Rejected Contracts")? A detailed description of

the Spurr

Platform and the interests therein that the Debtors seek to abandon (including the Rejected

1 The Debtors in these cases, along with the last four digits of each of

the Debtors' federal tax identification

number, are: Pacific Energy Resources Ltd. (3442); Petrocal Acquisition Corp. (6249); Pacific Energy Alaska

Holdings, LLC (tax I.D. # not available); Cameros Acquisition Corp. (5866); Pacific Energy Alaska Operating LLC (7021); San Pedro Bay Pipeline Company (1234); Cameros Energy, Inc. (9487); and Gotland Oil, Inc. (5463). The

2 The Debtors reserve all rights to argue that the Rejected Contracts are not executory contracts or that the Debtors
do not have any obligations under such agreements.

mailng address for all of

the Debtors is 111 W. Ocean Boulevard, Suite 1240, Long Beach, CA 90802.

68773-002\DOCS _ SF:65003.4

Contracts) are set forth in the Exhibit A hereto (together, the "Abandoned Assets,,).3 The
Abandoned Assets are burdensome and of inconsequential value or benefit to the Debtors'
estates. In support of

this Motion, the Debtors respectfully state as follows:

Preliminary Statement
1. The Spurr Platform has ceased operations and is being decommissioned.

The designated operator of

the Spurr Platform is Marathon Oil Company ("Marathon").

Marathon and the Debtors each have a 50% ownership interest in the Spurr Platform. However,
the Debtors' responsibility for decommissioning liability is limited to no more than 31.6% of
total costs.4 The projected cost of decommissioning the Spurr Platform is expected to range
between $21.0 milion to $35.0 milion (of

which the Debtors would be responsible for $6.6

milion to $11.1 milion). To date, the Debtors have received demand from Marathon for
payment of the Debtors' share of

initial decommissioning costs totaling $453,460. Because the

Spurr Platform is no longer an operating property and is in the process of decommissioning, the
Abandoned Assets are a material liability of

the Debtors' estates. Accordingly, the Debtors seek

to abandon the Abandoned Assets (and to reject the Rejected Contracts) to avoid any
administrative expense associated therewith.
2. Upon abandonment, the Debtors propose that title to the Abandoned

Assets pass to Marathon, as the pary in possession and control of the Spurr Platform. The

3 Technically, the Abandoned Assets belong to Pacific Energy Alaska Operating LLC. Out of

an abundance of caution and in order to ensure that all interests in the Abandoned Assets are addressed by this Motion, the Debtors jointly and hereby seek to abandon any and all of their respective interests in the Abandoned Assets. fie this Motion 4 For purposes herein, the term "decommissioning" refers to the process of disassembling an oil and gas drillng
and processing platform, plugging and abandoning any oil and gas wells, restoring the surface, and removing all equipment or pipelines associated with such platform or wells in a manner consistent with applicable nonbankrptcy law.

2
68773-002\DOCS _ SF:65003.4

Debtors believe that Marathon, in its capacity as operator and par owner of

the property, wil be

held responsible by applicable state and regulatory authorities to fulfill all decommissioning

obligations associated with the property. The Debtors (in their sole discretion) wil cooperate
with Marathon to transition the Debtors' interests in the Abandoned Assets, but the Debtors do not intend to fund any portion of the decommissioning liability associated with the Abandoned
Assets on an administrative basis.

Jurisdiction
3. This Court has jurisdiction over this Motion under 28 U.S.C. 157 and

1334. This matter is a core proceeding within the meaning of28 U.S.C. 157(b)(2) (A) and (L).
Venue of

this proceeding and this Motion is proper in this District pursuant to 28 U.S.C.

1408 and 1409.

4. The statutory predicates for the relief requested herein are sections 365
and 554 of the Banptcy Code and Rules 6006 and 6007 of the Federal Rules of

Bankptcy

Procedure (the "Bankruptcy Rules").

Backf!round
5. On March 9, 2009 (the "Petition Date"), the Debtors each filed a voluntary

petition for relief under chapter 11 of the Bankruptcy Code.

6. The Debtors are continuing in possession of

their property and are

operating and managing their businesses as debtors in possession pursuant to sections 1107 and

1108 of the Bankptcy Code.

3
68773-002\DOCS _ SF:65003.4

7. No request has been made for the appointment of a trustee or an examiner

in this case. The Offce of

the United States Trustee appointed an Official Committee of

Unsecured Creditors on March 19,2009.

8. The Debtors are a group of independent energy companies engaged in the

acquisition, development and exploitation of oil and gas properties in the western United States.

The Debtors' current oil and gas assets are located offshore near California and principally

offshore in Alaska. The Debtors acquired their current oil and gas assets in transactions

occurring in the fourth quarer of 2006 and during 2007, and their existing secured debt is related to these acquisitions. The Debtors' revenue is largely dependent on the market price for the
underlying crude oil produced, in addition to the level of production. Their revenue for 2008
was approximately $226.2 milion.

The Abandoned Assets

9. The Spurr Platform is an offshore oil and gas platform in Cook Inlet,

Alaska that was erected in the 1960s. It is located in waters with an average depth of 75 feet.

The Spurr Platform was previously an operating facility, but is curently in the process of

decommissioning. A detailed description of the Spur Platform and the other Abandoned Assets
is set forth in Exhibit A hereto.
10. As noted above, the Debtors (by and through Pacific Energy Alaska

Operating LLC) have a 50% ownership interest in the Spurr Platform, but the Debtors'

responsibilty for decommissioning liabilties is limited to no more than 31.6% of total costs.
The Debtors do not have a working interest in the real property or the mineral rights underlying

4
68773-002\DOCS _ S F:65003.4

the Spur Platform. Marathon is the designated operator and is responsible for a majority of
decommissioning costs associated with the Spur Platform totaling at least 68.4% thereof. The
cost of decommissioning the property is expected to range between $21.0 milion to $35.0
milion (of which the Debtors would be responsible for $6.6 milion to $11.1 milion). To date,

the Debtors have received demand from Marathon for payment of

$453,460 on account of

the

Debtors' share of

initial decommissioning expenses. The Debtors are obligated to pay their

share of the decommissioning costs pursuant to various contractual arrangements.

11. Given that the Spurr Platform is out of commission, the Debtors do not
(and wil not) realize any positive value out ofthe property. It is solely a liability of

the Debtors'

estates. Accordingly, in order to avoid any administrative expense associated with the Spurr Platform, the Debtors seek to abandon it nunc pro tunc to the Petition Date. Likewise, the
Debtors seek authority to reject the Rejected Contracts that are interrelated with the Debtors'
interests in the Spurr Platform and the other Abandoned Assets.
12. The Debtors propose to abandon the Abandoned Assets to Marathon, as

operator, part owner, and majority obligor for decommissioning costs. The Debtors believe that

Marathon wil be held independently liable by applicable state and regulatory authorities to
fulfill the decommissioning obligations associated with the Spurr Platform.

Relief Requested
13. By this Motion, the Debtors seek to abandon the Abandoned Assets

effective as of

the Petition Date because they are burdensome to the Debtors' estates and are of

no value or other benefit to the estates. For the same reason, the Debtors seek to reject the

5
68773-002\DOCS _SF: 65003.4

Rejected Contracts that are associated with the Abandoned Assets. Upon entry of an order
granting this Motion, the Debtors wil provide reasonable cooperation (as determined by the
Debtors in their sole discretion) to Marathon with respect to the Abandoned Assets, but the

Debtors wil not be obligated to fud any expenses associated with decommissioning the Spurr
Platform as an administrative expense of these estates.

Basis for Relief

14. Section 554(a) of

the Bankptcy Code provides that "(a)fter notice and a

the estate that is

hearing, the trustee (or debtor-in-possession) may abandon any property of

burdensome to the estate or that is of

inconsequential value and benefitto the estate." 11 U.S.C.

554(a); see also FED. R. BANKR. P. 6007. "The trustee's power to abandon property is

discretionary." In re Slack, 290 B.R. 282, 284 (Ban. D.NJ. 2003) (citations omitted). "Courts
defer to the trustee's judgment and place the burden on the party opposing the abandonment to
prove a benefit to the estate and an abuse of

the trustee's discretion." Id. "The party opposing

the abandonment must show some likely benefit to the estate, not mere speculation about

possible scenarios in which there might be a benefit to the estate." Id. The court only needs to
find the trustee made: 1) a business judgment; 2) in good faith; 3) upon some reasonable basis;

and 4) within the trustee's scope of authority." Id.

15. Upon abandonment, abandoned property is no longer par of the

bankptcy estate and is treated as if administration of

the asset never occurred. 4 NORTON

BANKRUPTCY LAW AND PRACTICE at 74:2 (3d ed. 2008). Hence, abandonment is retroactive to
the petition date and constitutes a divestiture of

the estates' interests in the property to the party

6
68773-002\DOCS _ SF:65003.4

with a possessory interest in it. See In re Guterl Special Steel Corp., 316 B.R. 843, 861 (Ban.
W.D. Pa. 2004) (abandoned property reverts nunc pro tunc to the debtor or the pary with
possessory right to the property as of

the petition date); Wallace v. Lawrence Warehouse Co.,

338 F.2d 392,394 n.1 (9th Cir. 1964) ("The ordinary rule is that, when a trustee abandons
property of

the bankpt, title reverts to the bankupt, nunc pro tunc, so that he is treated as

having owned it continuously.") (citations omitted); see also Midlantic Natl Bank v. New Jersey
Dept. of Environmental Protection, 474 U.S. 494, 507 (1986) ("Although 544 does not specify
to whom the property is to be abandoned, the legislative history suggests that it is to the person
having a possessory interest in the property. . .. Such abandonment is to the person having the

ppssessory interest in the property."); Ohio v. Kovacs, 469 U.S. 274,284 n. 12 (1985)
("(A)bandonment is to the person having the possessory interest in the property.").
16. As noted above, once the trustee or debtor-in-possession makes a

reasonable business judgment to abandon propert of

the estate, the threshold for approval of

the

abandonment is low. Here, the Debtors have determined in their sound business judgment and in
good faith to abandon the estates' interests in the Spurr Platform and the associated Abandoned

Assets. The Spurr Platform is a material liabilty of these banuptcy estates given that it is no
longer operating and wil require between $21.0 milion to $35.0 milion in decommissioning
expenditures (of

which the Debtors wil be responsible for $6.6 millon to $11.1 milion). Under

any foreseeable set of circumstances, there is no value that can be realized out of the Abandoned

Assets, and they wil be a burden on the administration of these cases. The Debtors therefore
request authority to abandon the Abandoned Assets.

7
68773-002\DOCS _ SF:65003.4

17. The Debtors further submit that Marathon, as operator, majority obligor

for decommissioning costs, and the pary in possession and control of the Spurr Platform, should

be designated as the recipient of the Abandoned Assets. The Debtors believe that Marathon wil
be held responsible by applicable state and regulatory authorities for the entirety of the

decommissioning costs associated with the Spurr Platform. If this Motion is approved, the Debtors wil endeavor to transition the Abandoned Assets to Marathon in an orderly fashion, but

the Debtors do not intend to fud any decommissioning obligations on an administrative basis.
18. The Debtors are aware of

the limited exception to the estates' ability to

abandon property with environmental restrictions based upon the U.S. Supreme Court's decision
in Midlantic Nat'l Bank v. New Jersey Dept. of Environmental Protection, 474 U.S. 494, 507

(1986). As stated by this Court in In re Insilco Technologies, Inc., Midlantic and its progeny
stand for the proposition that "property of the estate may not be abandoned if the abandonment

wil act to contravene laws designed to protect public health and safety and wil pose an

imminent threat to the public's welfare." 309 B.R. 111, 114 (Banr. D. DeL. 2004). Given
Marathon's rolc as operator and its ongoing efforts to decommission the Spur Platform
consistent with applicable non-bankptcy law, the Debtors submit that abandonment of

the

Abandoned Assets wil not contravene any laws designed to protect public health and safety and

wil not pose an imminent threat to the public's welfare. Accordingly, the Debtors urge the
Court to authorize such abandonm~nL
19. In addition, the Debtors seek authority to reject the Rejected Contracts.

Section 365(a) of

the Bankptcy Code provides that a debtor in possession, "subject to the

8
68773-002\DOCS _ S F:65003.4

cour's approval, may... reject any executory contract or unexpired lease of

the debtor." 11

U.S.C. 365(a); see also FED. R. BANKR. P. 6006. Rejection of

an executory contract or

unexpired lease is appropriate where rejection would benefit the Debtors' estates. See Sharon

Steel Corp. v. National Fuel Gas Distribution Corp. (In re Sharon Steel Corp.), 872 F.2d 36, 40
(3d Cir. 1989). Whether the assumption or rejection of an executory contract or unexpired lease
would benefit the estate is a matter reserved for the Debtors' business judgment. See NLRB v.

Bildisco (In re Bildisco), 682 F.2d 72, 79 (3d Cir. 1982) ("The usual test for rejection of an
executory contract is simply whether rejection would benefit the estate, the 'business judgment'
test."). If

the debtors' business judgment has been reasonably exercised, a court should approve

the assumption or rejection of an unexpired lease or executory contract. In re Federal Mogul

Global, Inc., 293 B.R. 124, 126 (D. DeL. 2003).
20. Here, for the same reasons that the Debtors seek to abandon the

Abandoned Assets, the Debtors seek to reject the Rejected Contracts that are associated with the
Abandoned Assets.

Request for Waiver

21. Among other things, Bankrptcy Rule 6007(a) requires that the Debtors
serve a copy of

this Motion and their intent to abandon the Abandoned Assets on "all creditors."

The Debtors' consolidated matrix contains over 1,100 creditors. The Debtors submit that service
of this Motion on all of

these individuals is overly burdensome. The Debtors wil serve a copy

of this Motion and supporting documents on the constituents set forth below and, therefore,

9
68773-002\DOCS _ SF:65003.4

request a limited waiver of the service requirement set forth in Rule 6007. The Debtors submit
that the requested waiver is appropriate and wil properly and timely effectuate notice.

22. The Debtors also request that the Court waive the 10-day stay associated
with rejection of

the Rejected Contracts under Banptcy Rule 6007(d) so that the Court's order

may go effective immediately.

Notice
23. Notice of

this Motion has been given to the following parties or, in lieu
known: (a) the Office of

thereof, to their counsel, if

the United States Trustee, (b) the Offcial

Committee of

Unsecured Creditors; (c) the Debtors' pre-petition and post-petition lenders; (d) all

parties who have an interest in the Abandoned Assets (including the Rejected Contracts); and (e)
all parties who have requested notice pursuant to Rule 2002 of the Federal Rules of

Bankruptcy

Procedure. The Debtors submit that, in light of the nature of the relief requested, no other or
further notice need be given.

No Prior Request
24. No previous motion for the relief sought herein has been made to this or
any other Court.

10
68773-002\DOCS _ SF:65003.4

WHEREFORE, the Debtors respectfully request that the Cour enter an order (a)
granting this Motion; (b) authorizing the abandonment of the Abandoned Assets nunc pro tunc to
the Petition Date pursuant to section 554 of

the Bankptcy Code; (c) authorizing the rejection of

the Rejected Contracts pursuant to section 365 of

the Banptcy Code; and (d) granting such

other and further relief as the Court deems just and proper.

Dated: May 11, 2009

PACHULSKI STANG ZIEHL & JONES LLP

avis Jones (DE Bar No. 2436)

I aD. arasch (CA Bar No. 109084)

J E. O'Neil (DE Bar No. 4042)

Maxim B. Litvak (CA Bar No. 215852)

919 North Market Street, 17th Floor
Wilmington, Delaware 19801

Telephone: (302) 652-4100 Facsimile: (302) 652-4400

E-mail: ljones~pszjlaw.com

ikharasch~pszjlaw.com

joneil~pszjlaw.com mlitvak~pszjlaw.com
Counsel for Debtors and Debtors in Possession

11
68773-002\DOCS _ SF:65003.4

IN THE UNITED STATES BANKRUPTCY COURT

FOR THE DISTRICT OF DELA WARE

In re:

) )

Chapter 11

PACIFIC ENERGY RESOURCES LTD., et al., i

Debtors.

) ) )

Case No. 09-10785(KJC) (Jointly Administered)

Deadline for Objections: May 27, 2009 at 4:00 p.m. prevailng Eastern time Hearing Date: June 3, 2009 at 1 :00 p.m. prevailng Eastern time

NOTICE OF MOTION OF DEBTORS FOR AN ORDER AUTHORIZING ABANDONMENT OF INTERESTS IN THE SPURR PLATFORM LOCATED IN ALASKA AND REJECTION OF EXECUTORY CONTRACTS RELATING THERETO
TO: (a) the Office of

Delaware; (b) counsel to the Unsecured Creditors (c) the Debtors' pre-petition and post-petition lenders or their counsel (d) all paries who have an interest in the Abandoned Assets (including the Rejected Contracts) and (e) all parties who have requested notice pursuant
the United States Trustee for the District of Official Committee of

to Bankptcy Rule 2002

PLEASE TAKE NOTICE that on May 11,2009, the debtors and debtors-inpossession (collectively, the "Debtors") in the above-captioned case have filed the attached

Motionfor an Order Authorizing Abandonment of Interests in the Spurr Platform Located in

Alaska and Rejection of Executory Contracts Relating Thereto (the "Motion") with the Clerk of
the United States Bankptcy Court for the District of Delaware.

PLEASE TAKE FURTHER NOTICE that any response or objection the

Motion must be fied on or before May 27, 2009 at 4:00 p.m. prevailng Eastern Time.

i The Debtors in these cases, along with the last four digits of each of

the Debtors' federal tax identification

number, are: Pacific Energy Resources Ltd. (3442); Petrocal Acquisition Corp. (6249); Pacific Energy Alaska
(7021); San Pedro Bay Pipeline Company (1234); Cameros Energy, Inc. (9487); and Gotland Oil, Inc.

Holdings, LLC (tax I.D. # not available); Cameros Acquisition Corp. (5866); Pacific Energy Alaska Operating LLC (5463). The mailing address for all of the Debtors is III W. Ocean Boulevard, Suite 1240, Long Beach, CA 90802.

Objections or other responses to the Motion, if any, must also be served so that

they are received not later than May 27, 2009 at 4:00 p.m. prevailng Eastern time, by: (1)
Pachulski Stang Ziehl & Jones LLP, 919 North Market Street, 1 ih Floor, Wilmington, DE

19899-8705, Attn: Laura Davis Jones, Esq.; Fax: 302-652-4400, e-mail: ljones~pszjlaw.com
and (2) Pachulski Stang Ziehl & Jones LLP, 10100 Santa Monica Blvd., 11 th Floor, Los

Angeles, CA 90067-4100; Attn: Ira D. Kharasch, Esq; Fax: 310-201-0760, e-mail:

ikharash~pszjlaw.com; (b) counsel to the Lenders: Goldman Sachs (1) Bingham McCutchen,

399 Park Avenue, New York, NY 10022, Attn: Jeffrey Sabin, Esq.; Fax: 212-752-5378, e-mail:

jeffrey.sabin~bingham.com and (2) Bingham McCutchen, One Federal Street, Boston, MA

01221-1726, Attn: Amy Kyle, Fax: 617-345-5001, e-mail: amy.kyle~bingham.com and Silver
Point Finance: Skadden, Ars, Slate, Meagher & Flom, LLP, 333 West Wacker Drive, Chicago,

IL 60606-1285, Attn: Seth Jacobson, Esq.; Fax: 312-407-8511, e-mail:

seth.jacobson~skadden.com and (c) the Office ofthe United States Trustee, J. Caleb Boggs
Federal Building, 844 N. King Street, Suite 2207, Lock Box 35, Wilmington, Delaware 19801,
Attn: Joseph McMahon, Esq. and (d) counsel for the Offcial Committee of

Unsecured Creditors

(the "Committee"), Steptoe & Johnson LLP, 2121 Avenue of

the Stars, 28th Floor, Los Angeles,

CA 90067; Attn: Katherine C. Piper, Esq., Fax: (310) 734-3173, e-mail: kpiper~steptoe.com.

A HEARING ON THE MOTION WILL BE HELD BEFORE THE

HONORABLE KEVIN J. CAREY AT THE UNITED STATES BANKRUPTCY COURT,

824 MARKET STREET, FIFTH FLOOR, COURTROOM #5, WILMINGTON,

DELAWARE 19801 ON JUNE 3, 2009 AT 1 :00 P.M. PREVAILING EASTERN TIME.
IF YOU FAIL TO RESPOND IN ACCORDANCE WITH THIS NOTICE, THE
COURT MAY APPROVE THE MOTION WITHOUT FURTHER NOTICE OR HEARING.

Dated: May 11, 2009

PACHULSKI STANG ZIEHL & JONES LLP

Davis Jones (DE Bar No. 2436)

I . Kharasch (CA Bar No. 109084)
S tta E. McFarland (DE Bar No. 4184, CA Bar No. 165391)

Robert M. Saunders (CA Bar No. 226172)

James E. O'Neil (DE Bar No. 4042)

Kathleen P. Makowski (DE Bar No. 3648)

919 North Market Street, 17th Floor

P.O. Box 8705 Wilmington, DE 19899-8705

Telephone: 302/652-4100

Facsimile: 310/652-4400
Email: liones~pszilaw.com

ikharasch~pszi law.com

smcfarland~pszilaw.com
rsaunders~pszi law.com

ioneil~pszilaw.com
kmakowski~pszi law.com

Counsel for Debtors and Debtors in Possession.

68773-002\DOCS_DE: 148083. i

EXHIBIT A

42125-001 \DOCS_DE:6375. 1

EXHIBIT A
Attached to and made a part of that certain Motion Of

The Debtors For An Order

Authorizing Abandonment Of Interests In The Spurr Platform Located In Alaska And Rejection Of Executory Contracts Relating Thereto
That certain oil and gas platform built by the Superior Oil Company in the E/2 of Section 34i ON-13W under the authority granted under ADL 17597 in or about 1966. Prior to 1988, thc Spurr Platform (together with all associated facilities, materials and equipment acquired by the Debtors, the "Subject Property") was known as the Texaco "A" Platform, or less frequently, the Superior Trading Bay Platform.

DESCRIPTION OF SUBJECT PROPERTY

(a) All right, title, and interest of Debtors in and to the oil and gas production

platform, including the wells, pipelines, platform, all machinery, fixtures, facilities, gathering systems, driling and production platforms and rigs, subsea equipment, well, equipment, pipelines, flow lines, tank batteries, materials and equipment inventory, abandoned property, junk and other tangible personal property, fixtures and improvements, together with any movables and immovables located on the Subject Property, subject to all existing restrictions,
exceptions, reservations, conditions, limitations, burdens, contracts, agreements and other

matters applicable to the Subject Property, including but not limited to the following:
Driling Equipment:
2 Driling Rigs - containing the following:

1 Drilling Derrick - 136' X 30', Lee C. Moore, standard derrick,

SN #WN 1547-133 and 134, with sub-base mounted on 1 W' skid

beams with 2 point Hydranautics jacking system

Draw Works, Wilson, Model 65SE, SN #7311 and EE 15280-

558. Driven by General Motors diesel 7124-7201 V -12, with Allison Model TC-955 converter. 15" double dru rotor hydromatic

brake, dru clutches, A TD-227, drum water box, weight indicator,

150 Gal. diesel tan, skid mounted
1 Crown Block, 5 sieve
1 Traveling Block, 1 Oilwell, 66" with Byron-Jackson swivel

1 Byron-Jackson Unimatic 6250,-5 sieve

1 Air Tugger Hoist

Rotary Table, Oilwell i 7-C, 17~", with master bushing

DOCS_SF:65018.2

2 Mud Tanks 7' wide X 25' lona X 6' deep, expanded metal top
1 Pipe Tong, air tongs

1 4" 3M StandPipe & kelly hose (one)

1 Reservoir for Hydromatic 2" X 4' X 8", welded carbon steel,

with Gould circulating pump and 5 HP motor

1 Mud Pump, Gardner-Denver Triplex, PE-5, with 100 HP motor

1 Mud Hopper
1 Mud Shaker Screen, Medearis Model E, 3 HP motor, 24" X 48", 2 deck
20" Riser System (in warehouse)
Crane, Unit Model 500, 50 ton capacity, 75' boom
1 30" Riser System (in warehouse)

Production Equipment:
1 Test Separator (V -1), 36" OD X 15' long, 18 Bbl, welded carbon

steel, horizontal, 125 psi working pressure, 3 phase separation,

gas meter ru, oil and water meters, mounted above common separator

manufactured by BS&B. SN #30- TEX-54834-1 0

1 Common Separator (V -2), 60" OD X 15' long, 52 Bbl, 185 psi working pressure, 2 phase separation, horizontal, 6" gas meter oil
and water meters, manufactured by BS&B, SN '#30- TEX-3483429
1 Gas Scrubber (V-3), Vertical, 36" OD X 14'2", 17 Bbl, 125 psi working pressure, 2 Phase welded carbon steel, CB Southern, Inc. Gas DehydratorUnit, 3240 mcf/day, 2000 psi working pressure, complete with 14"X 5" inlet scrubber, stainless steel; 14" X 13'5" absorber glycol_ tower, 20" X 6' glycol accumulator and 20" X 8'5" 120,000 BTU/HR waste heat recovery unit run off turbine exhaust; Manufactured by CB Southern, Inc.
2 Glycol Pumps, duplex pump with 2 HP electrical motor. Union Pump Co.,

Model DX-5
1 Filter, 6" X 2'4", Peco #55-1-336

2
DOCS_SF:65018.2

Drain Tan, 12' X 6' X 12', 153 Bbl, atmospheric pressure, welded carbon steel plate1 Diesel Fuel Tan, 12' X 6' X 12',95 Bbl, atmospheric pressure, welded

carbon steel plate

1 Salt Water Tan,

6' X 6' X 12', 77 Bbl, atmospheric working pressure,

welded carbon steel plate, for fire and source water

1 Blow Case Tan (beneath cat walk) 20" dia. X 19' horizontal vessel, 7 Bbls, welded carbon steel
2 Air Receiver Tans, 30" X 7'8" long, 250 psi working pressure,

horizontal vessel, welded carbon steel

1 Flare Stack Scrubber, 100 psi, 24" OD X 5' horizontal vessel, stainless

steel
2 Flare Line Gas Scrubber, 2' X 5' horizontal, 150 psi, with 6" Varec flame

arrestor, Fig. #3D-12

1 Flare Boom, 6", with low and high pressure flare stack
1 Salt Water Washdown Pump, Garmon Pump, 2" X 2" centrifugal,

Model,#82H2-B with 15 HP motor

1 Water Maker, Triton Model PW-LOO, 40 Gals/Hr, distilation type

2 Shipping Pumps, DeLaval, mono-screw type pump, series

=8L-400P, 14" X 48" barrel with filter and 75 HP motor; Rockwell700, screen
2 Fresh Water Reservoirs, 32" X 16' long, 500 Gal. capacity
each, 50 psi working pressure, horizontal welded carbon steel,

mounted on ceilng
1 Gas Lift Injection Compressor, Cooper-Bessemer, FM-3, SN --#47188, 3
stage 13'l", 700 psi; 7Y4", 1200 psi; 4'l", 3500 psi

maxi:;

working pressure X 1 OW' stroke; pancake-type horizontal valves:

rpm, with General Electric, 600 HP, 3 phase, 480 volt induction 6'
fly wheel complete with:
1 First Stage Suction Drum, 18" X 7' stainless steel, 230 psi. 70F

i. Second Stage Suction Drum, 14" X 6" stainless steel, 500 psi,

i 20F

Third Stage Suction Drum, i 2" X 5' stainless steel, 1000 psi,
i 20F
i First Stage Discharge, 14" X 6" stainless steel, 500 psi, 500F

1 Second Stage Discharge, 12" X 6' stainless steel, 1000 psi, 650F Third Stage, 12" X 5' stainless steel, 3500 psi, 350F
3
DOCS_SF:65018.2

1 First Interstage Scrubber, 16" X 5' stainless steel, 500 psi, 120F

1 Second Interstage Scrubber, 14" X 5' stainless steel, 1000 psi,

120F
1 Cylinder Water Tank, 16" X 9' stainless steel
1 Marlow Glycol Circulating Pump,. 1 ~ HP

1 Air Exchanger, Model 6-0H (1 fan) 7.5 HP

2 Air Compressor, Quincy Model 390, 15 HP belt drive

1 Quincy Model 390 Air Compressor, with 4 cylinder Lister

dies= 1 engine, 12 HP
1 Quincy Model 390 Air Compressor, with 50 HP motor
2 Air Receivers, 30" dia. X 7'6", horizontal vessel, 250 psi working

pressure, welded carbon steel

CO2 Fire Protection System for turbine room, 7 bottles, Cardox
2 Ansul Fire Extinguishing System, 1000i System, enclosed in 10' X 8/9'

CGI building, explosion proof lights

2 Solar Gas Turbine Generator Sets, Model 1 0215-15A, SN #409628 &

5409629, 750 KW, 1100 amps, generator each, 1200 HP gas turbine
1 Onan Emergency Generator, 15 KW with Wisconsin engine, 1

cylinder, propane (not in service)

1 Emergency Generator, 100 KW, Stewart & Stevenson, control
panel, Model 4GD-I00 Delco AC General Model 3522288_driven

by G.M. 4 cyc. diesel, mounted on skids

3 Transformers, General Electric, 680 X 2400 volt, enclosed in

metal structure house, 20' long X 10' deep X 3' high (not in service)
1 Miler Welder, 60/30 amp., 230/460 volt, Model 3RH333

Diesel Tank, 500 gallons, 48" X 7', welded carbon steel, flat heads, welded carbon steel
4 Cathodic Protection Units, RIO, model ACB, 230/460 V AC X 40 volt DL,

400 Amp
1 Salt Water Pump, Johnson, 6" vertical shaft with 75 HP motor, used for

fire pump, automated to deliver 375 GPM to sectionalized fog nozzle system
1 Fire Water pump, Gould Model 43655, 40 HP

4
DOCS_SF:65018.2

2 Meter Run, 3", Daniel Orifice with totalizer, (turbine fuel & sales gas) Double Acting Chemical Injection Pumps, Tex-steam, 1/2 HP motor with
1 reservoir, 24" X 42' X 30"
1 Chemical Injection Pump, Tex-steam, double act rig 1/2 HPmotor with

chemical reservoir, 28" X 28" X 3' welded carbon steel plate

1 Fresh Water Reservoir, 4' X 4' X- 8', 1200 Gal. welded carbon steel

plate, vertical
1 Salt Water Supply Pump, 15 HP driving Johnson, 6" vertical, shaft pump

Production Surge Tank (2B), 6' X 6'6",33 Bbls, 125 psi working pressure, vertical vessel, stainless steel, KOBE
1 Glycol Heat Surge Tan, 318 Gals., 150 psi working pressure, vertical

welded carbon steel

1 Chemical Reservoir, 1300 Gal. capacity, welded carbon steel plate,

atmospheric pressure

Gas Heater Treater, DW 40-21797, SN #T-7318201-01, 250 M

BTU/HP, 3000 psi, 205 MM CF/D, with 2000 psi Free Water Knockout, skid mounted, C.E. Matco, enclosed in 10' X 16' CGI building

Instrument Air Dryer, Kemp-Oriad, Model #50EA-7, 250 psi, regeneration type
3 Pig Launchers, 6", 5000 psi working pressure
Alar and P A System

4 Gas Monitor System, General Monitor Model 610, dial readout

Standby Shipping Pump, 3' X 2" centrifugal, Gould, Model.#3316, 75 HP motor

1 Transfer Pump, Roper Series F, 5 HP motor

2 Transfer Pumps, Roper Series A, 5 HP motor

1 Surival Capsule, Model CA-1401 14 man, self

propelled, C/W

survival gear
2 Life Rafts, BE Goodrich, Model MK 3A, Type MM inflatable, 12

man
9 Survival suits, Imperial Penguin

2 Radio, FM, GE Serial #8140570, desk model

5
DOCS_SF:65018.2

Radio. single, side hand, Model SB-6FB, RF Communications Inc.

Radio, aircraft, Comco 730

Buildings:
1 Quarers for S permanent personnel, comPlete with kitchen, laundr,

dining room, television, and toilet/shower facilities, 110' x 40'

Trailer, sleeping and toilet facilities for 8 temporary personnel

1 Production Foreman Office, 9' X 13", desk, fie cabinets, calculator,

phone

Shop, complete with grinder, hand tools, spare parts

1 Production package room for enclosing previously listed production

equipment.
1 Leg Room 2B, 20' X 20', insulated metal

2 Well rooms to enclose production wells

Wellheads and Christmas Trees:

8 Cameron Iron Works, 20" X 13 5/8 X 11", 3M, casing head with 6M tubing head, hanger and BPV preparation
7 Cameron Iron Works Solid-Block Christmas Trees (3" 3M master and swab

valves with two 2" 3M wing valves) and 2" 5M Wilis chokes
Pipelines:
2 6", Sch 120, X Tru coated, oil and gas pipeline to shore
6", Sch 120, X Tru coated, emergency pipeline to Spa r k P i at for m

Miscellaneous:

Miscellaneous Operating Stock located on Platform

Granite Point Shore Facility
Buildings:
1 Office, Shop and Heater Treater Building (50' X 170').Office

& Shop: Concrete foundation, structural steel frame, explosion proof lights
and fluorescent lighting, walls insulated with fiberglass. Heater Treater

section same except dirt floor.

Office: 16' eave, 50' X 40' Shop: 50' X 60'

6
DOCS_SF:65018.2

Heater Treater Section: 50' X 70'

1 Garage, shed type, open front, wood frame and dirt floor, 8' high, 8' wide X 42' long
Tan Battery:
1 Storage Tans, steel, 5000 barrel capacity

Production Building:
i Free Water Knockout & Flow Splitter, C.E. Matco, 10' OD X50 psi

Working pressure with 3 distribution departments, horizontal vessel

enclosed in heater treater building ,

2 Air Compressors, Gardner-Denver, with 3 HP electric motors

with 18" X 4' tank and equipment, skid mounted

1 Waukesha Gas/Electric Generator, 100 KY, 125 KVA

with Waukesha gas engine, F-817-G (standby)
1 Switch Board Equipment, 3 row G.E., 10 compartments with

lighting and control and 1 charge pump panel for above generator
1 Recycling Rotary Pump, 2 1/2" Vicking, with 3 HP electric

motor (not in service)

2 Rotary Shipping' Pumps, 6" Vicking, with -15 HP electric

motors (not in service

2

Meter Runs, 6", Daniel

Meter Run, 2", Daniel
Meter Pun, 3", Daniel Transformer, 25 KV A

Transformer, 75 KV A

(b) All right, title and interest of Debtors in that certain North Trading Bay Unit

Operating Agreement; that certain North Trading Bay Unit Agreement; that certain Letter Agreement Between Union Oil Company of California and Marathon Oil Company, dated July 26, 1988, effective March 31, 1988; and that certain Assignent and Bil of Sale between Union Oil Company of Californa and Forcenergy, Inc., dated December 22, 1998.1
i The Debtors reserve all rights to argue that the foregoing agreements are not executory contracts or that the
Debtors do not have any obligations under such agreements.

7
DOCS_SF:65018.2

IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE

In re: ) Chapter 11
)

PACIFIC ENERGY RESOURCES LTD., et al., i ) Case No. 09-10785(KJC)

Debtors. )

) Jointly Administered

Related to Docket No.

ORDER GRANTING MOTION OF THE DEBTORS FOR AN ORDER AUTHORIZING ABANDONMENT OF INTERESTS IN THE SPURR PLA TFORM LOCATED IN ALASKA AND REJECTION OF EXECUTORY CONTRACTS RELATING THERETO
This matter came before the Court on the motion (the "Motion,,)2 of the above-

captioned debtors and debtors in possession (the "Debtors") for entry of an order: (a) pursuant to

section 554 ofthe Banuptcy Code, authorizing the Debtors to abandon nunc pro tunc to the
Petition Date their interests in an offshore oil and gas platform commonly designated the "Spurr
Platform" located in Alaska; and (b) pursuant to section 365 of

the Bankptcy Code, authorizing

the Debtors to reject any executory contracts relating to the Abandoned Assets (together, the

"Rejected Contracts"). The Debtors submit that the Abandoned Assets are burdensome and of
inconsequential value or benefit to the Debtors' estates. Having reviewed the Motion, the Court
finds that (a) the Court has

jurisdiction over this matter pursuant to 28 U.S.C. 157 and 1334,

these

(b) this is a core proceeding pursuant to 28 U.S.C. 157(b)(2)(A) and (L), (c) venue of

i The Debtors in these cases, along with the last four digits of each of

the Debtors' federal tax identification

number, are: Pacific Energy Resources Ltd. (3442); Petrocal Acquisition Corp. (6249); Pacific Energy Alaska

Holdings, LLC (tax I.D. # not available); Cameros Acquisition Corp. (5866); Pacific Energy Alaska Operating LLC (7021); San Pedro Bay Pipeline Company (1234); Cameros Energy, Inc. (9487); and Gotland Oil, Inc. (5463). The
the Debtors is 111 W. Ocean Boulevard, Suite 1240, Long Beach, CA 90802. mailng address for all of 2 Capitalized terms not otherwise defined herein shall have the meanings set forth in the Motion.

68773-002\DOCS _ SF:65003.4

chapter 11 cases in this District is proper pursuant to 28 U.S.C. 1408 and 1409, and (d) notice of the Motion was sufficient under the circumstances, and the Court having determined that the legal and factual bases set forth in the Motion establish cause for the relief sought therein, and it appearing that the relief requested is in the best interest of the Debtors, the estates, creditors, and
other paries in interest; it is hereby:

ORDERED that the Motion is Granted; and it is further

ORDERED that the Debtors are authorized to abandon the Abandoned Assets
effective as of the Petition Date pursuant to section 554 of

the Banptcy Code; and it is further

ORDERED that the Debtors are authorized to reject the Rejected Contracts
pursuant to section 365 of

the Bankptcy Code; and it is further

ORDERED that, upon abandonment, title to the Abandoned Assets shall pass to

Marathon Oil Company ("Marathon"), as operator and par owner of the Spurr Platform; and it is

fuher
ORDERED that the Debtors are authorized (in their sole discretion) to cooperate

with Marathon (in its role as operator) to transition the Debtors' interests in the Abandoned Assets, but the Debtors shall not fund any portion of the decommissioning liability associated

with the Abandoned Assets on an administrative basis; and it is further

ORDERED that this Order shall be effective immediately notwithstanding

Bankptcy Rule 6006( d) or any similar provision; and it is further

2
68773-002\DOCS _ SF:65003.4

ORDERED that this Cour shall retain jurisdiction to hear and determine all
matters arising from or relating to this Order.

Dated: June _, 2009

The Honorable Kevin J. Carey UNITED STATES BANKRUPTCY JUDGE

3
68773-002\DOCS _ SF:65003.4

IN THE UNITED STATES BANKRUPTCY COURT

FOR THE DISTRICT OF DELA WARE

In re:

PACIFIC ENERGY RESOURCES LTD., et al., i

Debtors.

) ) ) ) )

Chapter 11

Casc No. 09-10785 (KJC) (Jointly Administered)

CERTIFICATE OF SERVICE
I, James E. O'Neil, Esquire, hereby certify that on the 11 th day of

May 2009, I

caused a copy of the following document to be served on the individuals on the attached service
list in the maner indicated:

NOTICE AND DEBTORS' MOTION FOR ORDER AUTHORIZING ABANDONMENT OF INTERESTS IN THE SPURR PLATFORM LOCA TED IN ALASKA AND REJECTION OF EXECUTORY CONTRACTS RELATING THERETO

s E. O'Neil (Bar No. 4042)

i The Debtors in these cases, along with the last four digits of each of

the Debtors' federal tax identification

number, are: Pacific Energy Resources Ltd. (3442); Petrocal Acquisition Corp. (6249); Pacific Energy Alaska

Holdings, LLC (tax J.D. # not available); Cameros Acquisition Corp. (5866); Pacific Energy Alaska Operating LLC (7021); San Pedro Bay Pipeline Company (1234); Cameros Energy, Inc. (9487); and Gotland Oil, Inc. (5463). The
mailng address for all of

the Debtors is 111 W. Ocean Boulevard, Suite 1240, Long Beach, CA 90802.

68773-00

I \DOCS_DE:

146094. 1

Pacific Energy - Interested Parties

First Class Mail

)

Service List re Spurr Platform Motion Case No. 09-10785(KJC)

Doc. No. 148081

14 - First Class Mail

First Class Mail

)

Alaska Oil & Gas Conservation Commission Attn: Jody J. Colombie Special Assistant to the Commission 333 W. 7th Ave., Ste. 100 Anchorage, AK 99501

State Of Alaska Natural Resources Division of Oil and Gas

Deparment Of

First Class Mail

)

Union Oil Company Of California/Chevron

Attn: Kevin Tabler

Attn: Kevin R. Banks Acting Director

550 W. 7th Ave, Ste 800 Anchorage, AK 99501-3561

Manager, Land and Governent Affairs

MidContinent! Alaska

First Class Mail

)

Chevron North America Exploration and Production

909 West 9th Avenue

State Of Alaska Petroleum Land Manager Division of Oil and Gas Attn: Temple Davidson 550 W. 7th Ave, Ste 800 Anchorage, AK 99501-3561

P. O. Box 196427 Anchorage, AK 99519-6247

First Class Mail

)

Chevron U.S.A Inc.

First Class Mail

)

Alaska Deparment Of Environmental

Union Oil Company of California Attn: Shanon Martin, CPL 3800 Centerpoint Drive, Suite 100 Anchorage, AK 99503

Conservation Air Permits Program Division of Air Quality Department of Environmental Conservation Attn: John Kuterbach, Division Head 410 Wiloughby Ave., Ste 303 P.O. Box 111800 Juneau, AK 99811-1800

First Class Mail

)

Marathon Oil Company Alaska Production Region Attn: J. Sloan

3201 C Street, Suite 800

Anchorage, AK 99503

First Class Mail

)

First Class Mail

)

Deparment Of Environmental Conservation

Financial Responsibility Program Division of Spil Prevention and Response

Attn: Christopher Pace

Forest Oil Corporation

Attn: R. Schelin

410 Wiloughby Ave., Ste 303 P.O. Box 111800 Juneau, AK 99811-1800

707 17th Street, Suite 3600 Denver, CO 80202

68773-002\DOCS _DE: 14808 I. I

First Class Mail

)

Cook Inlet Regional Citizens Advisory Council (CIRCAC) 910 Highland Ave. Kenai, AK 99611

First Class Mail

)

Cook Inlet Spil Prevention And Response

Inc.

51377 Kenai Spur Hwy, Kenai, AK 99611 Attn: Douglas Lentsch P. O. Box 7314 Nikiski, AK 99635

First Class Mail

)

Mobil Exploration And Producing North America ExxonMobil Exploration and Producing Operations 800 Bell Street Houston, TX 77002

First Class Mail

)

BP (formerly ARCO) BP Alaska Headquarters-Anchorage 900 E Benson Blvd Anchorage, AK 99508

First Class Mail

) U. S. Coast Guard

Sector Anchorage (17-33280) 510 L Street- Suite 100 Anchorage, AK 99501-1946

68773-002\DOCS _DE: 148081. i

Pacific Energy Resources Ltd. 2002 Service List Case No. 09-10785
Document No. 145745

12 - Hand Delivery
39 - First Class Mail 02 - FOREIGN First Class Mail

Hand Delivery (United States Attorney) Ellen W. Slights, Esq. United States Attorney's Office District of Delaware
1007 N. Orange Street, Suite 700

Wilmington, DE 19801
Hand Delivery (Counsel for Silver Point Finance) Ian S. Fredericks, Esquire Skadden Ars, Slate, Meagher & Flom LLP One Rodney Square P.O. Box 636 Wilmington, DE 19899

Counsel for Debtors) Laura Davis Jones, Esquire James E. O'Neil, Esquire Kathleen P. Makowski, Esquire Pachulski Stang Ziehl & Jones LLP 919 North Market Street, 17th Floor P.O. Box 8705 Wilmington, DE 19899-8705

Interoffice Pouch to Los Angeles Counsel for Debtors) Robert M. Saunders, Esquire Ira D. Kharasch, Esquire Scotta E. McFarland, Esquire Pachulski Stang Ziehl & Jones LLP
10100 Santa Monica Blvd., 11 th Floor

Hand Delivery (Counsel for J. Aron & Company) Don A. Beskrone, Esquire Amanda M. Winfree, Esquire Ashby & Geddes, P.A.
500 Delaware Avenue, 8th Floor

Wilmington, DE 19899
Hand Delivery (Counsel for Union Oil Company of California, a California Corporation) Norman M. Monhait, Esquire Rosenthal, Monhait & Goddess, P A Citzens Ban Center, Suite 1401 919 Market Street, P.O. Box 1070 Wilmington, DE 19899 Hand Delivery (Counsel for Westchester Fire Insurance Company and Noble Energy Inc.) Tobey M. Daluz, Esquire Joshua E. Zugerman, Esquire Ballard Spah Andrews & Ingersoll, LLP
919 N. Market Street, 1 zth Floor

Los Angeles, CA 90067

Hand Delivery (United States Trustee) Joseph McMahon, Esquire Office of the United States Trustee J. Caleb Boggs Federal Building 844 North King Street, Suite 2207
Lockbox 35

Wilmington, DE 19801
Hand Delivery (Copy Service)
Parcels, Inc.

Vito i. DiMaio 230 N. Market Street Wilmington, DE 19801

Wilmington, DE 19801

Hand Delivery (Counsel for Oxy Long Beach Inc.) David L. Finger, Esquire
Finder, Slanina Liebesman, LLC

First Class Mail

(United States Attorney General) Eric H. Holder, Jr. Office of the Attorney General U.S. Department of Justice 950 Pennsylvania Avenue, N.W. Washington, DC 20530-0002

One Commerce Center 1201 N. Orange St., ih Floor Wilmington, DE 19801

Hand Delivery (Official Committee of Unsecured Creditors) David B. Stratton, Esquire James C. Carignan, Esquire Pepper Hamilton LLP
Hercules Plaza, Suite 1500 1 3 1 3 Market Street

First Class Mail

Secretary of State Division of Corporations
Franchise Tax

P.O. Box 7040 Dover, DE 19903

First Class Mail

Secretary of Treasury P.O. Box 7040 Dover, DE 19903

Wilmington, DE 19899
Hand Delivery (Counsel for Marathon Oil Company) Kevin J. Mangan, Esquire Womble Carlyle Sandridge & Rice, PLLC 222 Delaware Avenue, Suite 1501 Wilmington, DE 19801
Hand Delivery (Counsel for Cook Inlet Region, Inc.) Eric Lopez Schnabel, Esquire Dorsey & Whitney (Delaware) LLP
i i 05 North Market Street, Suite 16th Floor

First Class Mail

Secretary of Treasury 15th & Pennsylvania Avenue, N.W. Washington, DC 20220

First Class Mail

Attn: Insolvency

Wilmington, DE 19801
Hand Delivery (Counsel for Area Energy LLC) Norman L. Pernick, Esquire Karen M. McKinley, Esquire Cole, Schotz, Meisel, Forman & Leonard, P.A. 500 Delaware Avenue, Suite 1410 Wilmington, DE 19801

District Director Internal Revenue Service 31 Hopkins Plaza, Room 1150 Baltimore, MD 21201

First Class Mail

Internal Revenue Service P.O. Box 21126 Philadelphia, P A 19114-0326

First Class Mail

Attn: Insolvency Internal Revenue Service
1352 Marrows Road, 2nd Floor
Newark, DE 19711-5445

First Class Mail

Mark Schonfeld, Esq. Regional Director Securities & Exchange Commission New York Regional Office 3 World Financial Center, Suite 400 New York, NY 10281-1022

First Class Mail

SWEPI LP

P.O. Box 576 Houston, TX 77002-0576

First Class Mail

Noble Energy, Inc.

First Class Mail

Michael A. Berman, Esq. Securities & Exchange Commission Offce of General Counsel-Banptcy 100 F Street, N.E. Washington, DC 20549

100 Glenborough, Suite 100 Houston, TX 77067

First Class Mail

(Counsel to Silver Point Finance) Seth Jacobs, Esquire Anna Meresidis, Esquire Skadden, Arps, Slate, Meagher & Flom, LLP 333 West Wacker Drive Chicago, IL 60606-1285

First Class Mail

Matthew Berry, Esquire Office of General Counsel Federal Communications Commission 445 izth Street, S.W. Washington, DC 20554

First Class Mail

(Counsel to Goldman Sachs and J.Aron & Company) Jeffrey Sabin, Esquire Steven Wilamowsky, Esquire Scott K. Seamon, Esquire Bingham McCutchen LLP 399 Park Avenue New York, NY 10022

First Class Mail

POLLARD WlRELINE P.O. Box 1360 Kenai, AK 99611

First Class Mail

Chevron Oil Company
Attn: Steven Lastraps

3800 Centerpoint Drive, Suite 100 Anchorage, AK 99503

First Class Mail (Counsel to Goldman Sachs and lAron &

Company) Amy Kyle Bingham McCutchen (Boston) One Federal Street Boston, MA 01221-1726

First Class Mail

California Franchise Tax Board
Bankptcy, BE MSA 345

P.O. Box 2952 Sacramento, CA 95812-2952

First Class Mail

First Class Mail

Aera Energy LLC 10000 Ming Avenue Bakersfield, CA 93311-1164

(Counsel for Union Oil Company of California, a California Corporation) Cabot Christianson, Esquire Christianson & Spraker
911 West 8th Avenue, Suite 201

Anchorage, AK 99501

First Class Mail

Linda Lautigar

First Class Mail

(Counsel for Westchester Fire Insurance Company) Robert McL. Boote, Esquire Ballard Spah Andrews & Ingersoll, LLP
1735 Market Street, 51 st Floor

Banptcy Coordinator
MMS / Denver Federal Center POBox 25165 Mail Stop 370B2 Denver, CO 80225

Philadelphia, P A 19103

First Class Mail

Kristina Engelbert RDI Royalty Distributors, Inc. PO Box 24116 Tempe, AZ 85285

First Class Mail

(Counsel for Rosecrans Energy, Ltd. And
Sherwin D. Y oelin)

John J. Haris, Esquire

Rachel M. F eiertag, Esquire Meyers, Nave, Riback, Silver & Wilson 333 South Grand Avenue, Suite 1670 Los Angeles, CA 90071

First Class Mail

MTGLQ Investors, L.P. 85 Broad Street New York, New York 10004

First Class Mail

First Class Mail
Goldman Sachs E&P Capital Attn: John K. Howie 1000 Louisiana, Suite 550 Houston, Texas 77002
(Counsel for Oxy Long Beach Inc.) Richard M. Kremen, Esquire
Jodie E. Buchman, Esquire

DLA Piper LLP (US)

6225 Smith Avenue

Baltimore, MD 21209

First Class Mail

SPCP Group, L.L.C.
Two Greenwich Plaza, 1 st Floor

First Class Mail

(Counsel for Noble Energy Inc.) Rhett G. Campbell, Esquire Mitchell E. Ayer, Esquire Thompson & Knight LLP 333 Clay Street, Suite 3300 Houston, TX 770022

Greenwich, CT 06830

First Class Mail

Seth E. Jacobson, Esquire L. Byron Vance III, Esquire Skadden, Ars, Slate, Meagher & Flom LLP 333 West Wacker Drive, Suite 2100 Chicago, IL 60606

First Class Mail

Unsecured Creditors) Francis J. Lawall, Esquire Pepper Hamilton LLP 3000 Two Logan Square Eighteenth & Arch Streets Philadelphia, P A 19103
(Official Committee of

First Class Mail

(Counsel to United States Department of Interior, including the Minerals
Management Service)

E. Kathleen Shahan, Esquire U.S. Department of Justice 1100 L Street, NW Washington, D.C. 20005

First Class Mail

(Official Committee of

First Class Mail

Unsecured

Creditors) Filiberto Agusti, Esquire

Steven Reed, Esquire

(Counsel for Aera Energy LLC) Steven E. Rich, Esquire Mayer Brown LLP
350 South Grand Avenue, 25th Floor

Joshua Taylor, Esquire Steptoe & Johnson LLP 1330 Connecticut Avenue NW Washington, DC 20036

Los Angeles, CA 90071

First Class Mail

(Claims representative for the County of Kern)

First Class Mail

Unsecured Creditors) Robbin Itkin, Esquire Katherine Piper, Esquire Kelly Frazier, Esquire Steptoe & Johnson LLP
(Official Committee of 2121 Avenue of

Attn: Banptcy Division

c/o Linda Delgado P.O. Box 579 Bakersfield, CA 93302

FOREIGN First Class Mail

TSX Kerry D. Krochak, B.A., LL.B. Manager, Listed Issuer Services Toronto Stock Exchange 300 Fifth Avenue SA, 10th Floor Calgary, AB T2P 3C4

the Stars, 28th Floor

Los Angeles, CA 90067

First Class Mail

(Counsel for Cook Inlet Region, Inc.)
Michael R. Mils, Esquire

Dorsey & Whitney LLP

1031 W. 4th Ave., Suite 600

FOREIGN First Class Mail

(Transfer Agents)
Bernadette Vilarica

Anchorage, AK 99501

Relationship Manager, Client Services

First Class Mail

(Counsel for the State of Alaska) Lorenzo Marinuzzi, Esquire Morrison & Foerster LLP
1290 Avenue of

Computershare Investor Services Inc. 510 Burrard Street, 3rd Floor

Vancouver, BC V6C 3B9

the Americas

New York, NY 10104

First Class Mail

(Counsel for DCFS Trust subservicer for
DCFS Trust)

Martin A. Mooney, Esquire Deily, Mooney & Glastetter, LLP 8 Thurlow Terrace Albany, NY 12203